Board of Trustees v. Barrow County Cotton Mills

146 S.E. 637, 39 Ga. App. 261, 1929 Ga. App. LEXIS 278

Opinion

Stephens, J.

1. Where a certificate issued by a corporation and denominated “preferred stock,” in a certain amount, provides for the payment of dividends out of the net profits of the corporation at a rate not exceeding a certain per cent, when the corporation has earned this amount, and provides that this stock shall be redeemable at the option of the corporation, after a certain period of time, at its par value with accrued dividends, and where the resolution of the corporation under the authority of which the certificate was issued contains substantially the same provisions, the certificate is nof an evidence of indebtedness from the corporation to the holder of the certificate, but is only a certificate of preferred stock. Savannah Loan & Building Co. v. Silverberg, 108 Ga. 281 (33 S. E. 908) ; Jefferson Banking Co. v. Trustees of Martin Institute, 146 Ga. 383 (91 S. E. 463) ; Coggeshall v. Georgia Land & Investment Co., 14 Ga. App. 637 (82 S. E. 156).

2. Dividends on the certificate a.re not payable as a matter of right to the holder of the certificate; and therefore, in a suit by the holder of such a certificate against the corporation to recover for alleged unpaid dividends, the petition failed to set out a cause of action, and was properly dismissed on demurrer.

Judgment affirmed.

Jenkins, P. J., and Bell, J., concur, B. L. Maynard, for plaintiff. J. O. Pratt, for defendant.